TheCorporateCounsel.net

I was just reading Amy Goodman’s interview on the SEC Historical Society’s site & I found out that Amy had framed a picture of the first Edgar filing ever made back in 1984 – during the “pilot program” phase of Edgar – by the Southern Company. When Amy retired, it was handed down to Melissa Caen – who currently is the corporate secretary of the Southern Company. This first filing was a Form S-8. Richard Childs (still at Southern) and Wayne Boston (retired a few years back) made the filing.

Remember that the SEC embarked on this electronic filing journey well before the birth of browsers & the mainstream use of the Internet. As discussed in Amy’s interview, SEC Chair Shad had to find money in the agency’s budget to get Edgar off the ground as there were members of Congress who didn’t believe in the project of an “electronic library of SEC filings.” There were quite a few others not interested in seeing Edgar succeed – including the financial printers (who didn’t realize they would be making a boatload of Edgarization down the road).

My EDGAR (Passphrase) Nightmare

I’m really loving this blog by NASPP Executive Director Barbara Baksa about her Edgar nightmare. Here’s the intro:

I recently had to update my EDGAR passphrase. I thought this would be a relatively simple process. I’m a smart person and I have a proven success rate in navigating government websites—I know how to use the DMV website to make an appointment, I’ve requested a certified copy of my birth certificate online, I can find a public company’s stock plan on EDGAR—how hard could it be to update my EDGAR password? Turns out, way harder than I expected.

This is a long blog entry, but it’s not my fault. I blame the SEC.

How I Got Into this Mess

I got my EDGAR access codes over a decade ago, back when the SEC first rolled out the system for filing Section 16 forms online. It was so long ago, it was before the SEC required a notarized Form ID or a passphrase. I did not want to go through the hassle of submitting a notarized form to the SEC, so I had a system in place to make sure I didn’t forget to update my EDGAR password, which consisted of a reminder in my Outlook calendar set for about a month before my EDGAR password expired. Once a year, the reminder would pop up and—unlike how I respond to my alarm clock—I would not ignore it or hit snooze. I would immediately update my EDGAR password and set the reminder for the next year.

This system worked fantastically for over a decade, including through a change in employers. And then I got a new laptop with Outlook 13 on it. Outlook 13 had some sort of “known issue” that caused emails to disappear from my inbox. The only way to fix it was to remove Outlook 13 and go back to Outlook 10. In the process, my entire calendar was lost. Completely gone.

After massive hyperventilating and gnashing of the teeth, I was able to recreate most of it, but there were some appointments I forgot—including the reminder about my EDGAR password.

More on “The Mentor Blog”

We continue to post new items daily on our blog – “The Mentor Blog” – for TheCorporateCounsel.net members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Ten Tips for Board Engagement in Company Strategy
– Internal Audit Outsourcing: Benchmarking & Guidance
– SEC Filings: Early Detection of Red Flags?
– Cyber Diligence: Rating Service Firms
– Survey: Over 60% of Compliance Officers Meet with Board Quarterly
– How to Mitigate Audit Fee Increases

– Broc Romanek